Download Latest NEOhio Region Amended and Restated Constitution
For purposes of this Amended and Restated Constitution (this “Constitution”), the following words and phrases have the meanings designated below:
Where the context of this Constitution requires, words used in the masculine shall include the feminine and neuter; words in the singular, the plural; and vice-versa.
This Constitution is adopted in the State of Ohio and Ohio’s laws shall govern all matters of interpretation, construction, and validity, as well as all disputes, controversies, and litigation arising hereunder.
The purposes of the Region, as set forth in the Articles of Incorporation, are “to further the enjoyment of its membership and that of the general public in motoring, and in the driving of motor vehicles as a sport; to sponsor sports car competition events, exhibitions and social events for the enjoyment of its membership and/or the general public, but not for profit; to buy, sell, lease, own, mortgage, encumber and otherwise deal in property, real, personal and mixed, for purposes incidental to the foregoing purposes, and to do all things necessary or appropriate in the furtherance of the foregoing purposes.”
The Region shall encourage the preservation, ownership, and operation of sports cars and other related automobiles; act as a source of technical information; establish rules and regulations governing all activities of the Region consistent with the rules and regulations of the Sports Car Club of America, Inc.; provide and regulate events and exhibitions for sports cars and other related automobiles and their owners; encourage safe, careful, and skillful driving on public highways; and assist and cooperate with the Sports Car Club of America, Inc. in furthering the foregoing.
Membership in the Region shall be open to all individuals interested in the purposes of the Region that meet the qualifications in this Constitution. Members and Family Members of the Region will hereinafter be referred to as Members. Membership categories shall include those types of memberships defined by the Sports Car Club of America, Incorporated that are required, and Dual Members. Dual members whose region of record is other than the Region shall be prohibited from voting on Region matters and from serving as an Officer. Trial and Weekend Members shall not have voting privileges. Only Members are permitted to vote.
The annual dues of the Region shall be determined by the Board of Trustees and are payable at the same time as National SCCA dues for such Members, during the anniversary month of the initial payment.
A Member in Good Standing shall be defined as a Member with no past-due financial responsibilities to either the Region, the Sports Car Club of America, Incorporated, or any other of its chartered regions.
Any Member may resign by filing a written resignation with the Region’s Secretary. Such resignation shall not relieve the Member, so resigning, of the obligation to pay dues or other charges previously accrued. Membership shall automatically lapse for non-payment of dues. The Region’s Executives, by affirmative two-thirds vote following consultation with National SCCA, may suspend or expel a Member(s) for cause, after an appropriate hearing. Said hearing shall occur at a meeting of the Region’s Executives after the confirmed delivery of written notice to the involved Member(s). Such notice must detail said cause(s) and include an invitation to appear at the hearing.
The candidate receiving the greatest number of votes for an office or trusteeship will be declared elected. Trustee candidates respectively receiving the largest number, the second-largest, and the third-largest number of votes cast shall be declared elected and join the continuing six (6) Trustees on the Board. The candidates with the next highest vote totals will be declared alternates (according to their relative vote totals) to fill any vacancies that exist or may arise.
Prior to the end of the fiscal year, results of the Annual Election of elected Officers and Trustees will be posted in the Newsletters for the Region and on the Region’s website. Newly elected or appointed Officers and Trustees shall assume their respective duties at the first meeting of the new fiscal year.
The Trustees must carry out the policies and purposes of the Region and will have general charge of the affairs, property, and assets of the Region. The Membership delegates to the Board the authority to vote on, adopt, and enact those policies consistent with the Constitution that are deemed by the Board essential to the common and best interest of the Membership.
Trustees must acknowledge yearly that they have reviewed and acknowledged Ohio Revised Code Chapter 1702 and Guide for Charity Board Members from the Ohio Attorney General (Guide for Charity Board Members).
No money shall be disbursed from the Region without approval of the Trustees, which authority may be delegated to the Regional Executive on a general or limited basis.
The Region shall, at its discretion, send a representative approved by the Board of Trustees to the National Convention with a budget voted upon annually.
The Asst RE shall assist the RE in performing tasks required to ensure that the mission and goals of the Region are met and perform all the duties of the RE in the case of the absence, death, or disability of the RE.
The RS shall keep minutes of all meetings of the Members and Board, make proper records of each meeting, and act as the custodian of all official documents and records of the Region.
The MS shall keep a record of the Members of the Region, report current Membership information, manage communication to Members, and take a leadership role in recruiting new Members.
The Board shall meet once a month unless specified by a majority vote or the Regional Executive. All meetings shall be open to any Member of the Region except when Executive Session is invoked.
At least more than one-half (1/2) of the Executives shall constitute a quorum at any meeting. The decision of the majority of Executives present at a Board meeting is sufficient to decide any question for decision on regular business matters.
The Executives may conduct business, which includes voting, in a meeting where they are physically present or via teleconferencing.
The order of business at all Members’ meetings shall include approval of the Minutes, Treasurer’s Report, Membership Report, and other related business matters.
At any meeting of the Board, an Executive may request to retire to Executive Session. An assenting vote from the majority of Members present shall place the meeting in Executive Session.
At any time, one (1) or more of the elected or appointed Trustees or Officers may be removed for cause, after an appropriate hearing, by an affirmative vote of the Board then present.
An elected or appointed Trustee or Officer may resign their Board position by written or verbal declaration at any Board meeting.
When an elected Board position becomes vacant by removal, resignation, or recall, a replacement Executive must be appointed by the remaining Trustees within sixty (60) days. The replacement Trustee will serve until the end of the vacated term.
The Board may propose revisions to the Constitution, Bylaws, or Articles of Incorporation. Such proposals must be supported by a majority vote of the Members present at an Annual Meeting or a Special Meeting called for such purpose. Members must receive notification of the proposed revisions at least seven (7) days before the meeting.
An Annual Business Meeting of Members shall be held each year during November, at a time and place designated by the Board. Notification of the time, place, and agenda must be provided at least one (1) month in advance.
Members in good standing shall be entitled to one (1) vote each concerning Region business. Members may provide a written proxy for any meeting.
The Secretary must provide written notice of all Special Meetings within two (2) weeks of the calling of said meeting, ensuring Members receive notice at least seventy-two (72) hours prior to the meeting.
A Member may request, via a petition, that certain issues be brought to a vote of the Membership. A valid petition must include a written statement of the issue(s) and be signed by at least five percent (5%) of the Region’s Members in Good Standing.
All members of Committees, Appointees, Event Chairpersons, and Chiefs shall be Members in Good Standing. The term of office for such appointments is one fiscal year.
Committees may be designated by a resolution adopted by a majority vote of the Board. A Trustee shall be appointed to each committee to act as a liaison to the Board.
For purposes of this Article, terms like “Claim,” “Indemnified Individual,” and “Liabilities” are defined in the Constitution.
The Region shall indemnify and save harmless all Indemnified Individuals against Liabilities arising from claims under which they are parties due to their actions or omissions on behalf of the Region.
The Region shall indemnify Indemnified Individuals against claims brought by or through the Region, except in cases of gross negligence or willful misconduct.
No Indemnified Individual shall be liable to the Region for any action or omission performed in their capacity, except in cases of gross negligence or willful misconduct.
The Region retains subrogation rights for indemnification claims and may waive such rights as applicable.
The Region shall ensure appropriate insurance or similar protection for Indemnified Individuals.
This Article shall supplement, not replace, any rights or benefits to which Indemnified Individuals may be entitled.
Indemnification and other obligations under this Article are subject to certain conditions, including prompt notification of claims and cooperation with the Region’s legal representation.
The Region is organized exclusively for nonprofit purposes under Section 501(c)(7) of the Internal Revenue Code.
No part of the Region’s net earnings shall inure to the benefit of its Members, Trustees, Officers, or other private individuals, except as reasonable compensation for services rendered.
Upon dissolution, the Region’s assets shall be distributed in accordance with Section 501(c)(7) regulations or to governmental entities for public purposes.
The Region shall not engage in substantial legislative or political activities inconsistent with its nonprofit status.
The Constitution may be amended or repealed by an affirmative vote of the Members or their written consent.
No Member, Trustee, Officer, or agent of the Region shall discriminate against any person based on age, race, religion, gender, or other protected attributes.
This Constitution supersedes any prior governing instruments of the Region.
The Constitution shall take precedence over conflicting bylaws, rules, or other instruments of the Region.
The Board shall adopt and periodically update a written conflict of interest policy to protect the Region’s interests in transactions or arrangements that might benefit private interests.
Members receiving compensation from the Region may not vote on matters related to their compensation. The Board shall adopt a written compensation policy.
Trustees, Officers, and Committee members shall annually sign an oath outlining their commitments to the Region.
Compliance reviews shall ensure the Region operates in a manner consistent with its tax-exempt purposes and does not jeopardize its status.
The Region may use outside experts or advisors for periodic reviews as needed.
The Board may adopt additional policies, rules, and procedures as necessary.
